GEO Group (NYSE: GEO) discloses General Counsel Joe Negron’s 2025 retirement and consulting role

Rhea-AI Filing Summary

The GEO Group, Inc. announced that Joe Negron, its Senior Vice President, Legal Services, General Counsel and Corporate Secretary, has decided to retire from his position effective December 31, 2025. He has served as GEO’s General Counsel and Corporate Secretary since 2019, overseeing the company’s legal, regulatory and corporate governance functions.

Beginning January 1, 2026, Mr. Negron will continue with GEO for a two-year period as a consultant to assist on various legal, regulatory and compliance matters, providing continuity as the company transitions its senior legal leadership. The company also states that his outstanding performance-based restricted stock awards granted in 2023 and 2024 will continue to vest to the extent the performance criteria are met and certified by the Compensation Committee.

Insights

Corporate governance analyst

GEO discloses its long-time General Counsel’s retirement with a structured consulting transition.

The company reports that Joe Negron, Senior Vice President, Legal Services, General Counsel and Corporate Secretary, will retire effective December 31, 2025, after serving as General Counsel and Corporate Secretary since 2019. This role typically oversees legal strategy, regulatory compliance and board governance, so a change here is notable but common for mature companies.

GEO has arranged for Mr. Negron to serve as a consultant for two years starting January 1, 2026 to assist with legal, regulatory and compliance matters. This structure can help maintain continuity in dealing with contracts, litigation and oversight while a successor legal leader is or has been identified, though the excerpt does not discuss any replacement.

The disclosure also clarifies treatment of his equity incentives: performance-based restricted stock awards granted in 2023 and 2024 will continue to vest only if the stated performance criteria are achieved and certified by the Compensation Committee. That ties his remaining equity value directly to company performance outcomes, aligning his post-retirement incentives with existing shareholders.

GEO GROUP INC false 0000923796 0000923796 2025-12-04 2025-12-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2025

THE GEO GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		1-14260		65-0043078
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4955 Technology Way, Boca Raton, Florida		33431
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (561) 893-0101

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value		GEO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Section 8 Other Events

Item 8.01. Other Events.

On December 4, 2025, Joe Negron, the Senior Vice President, Legal Services, General Counsel and Corporate Secretary of The GEO Group, Inc. (the “Company”), provided the Company with notice of his decision to retire from his position effective December 31, 2025. Mr. Negron has served as GEO’s General Counsel and Corporate Secretary since 2019. The Company thanks Mr. Negron for his years of dedicated service. Mr. Negron will continue to serve as a consultant to the Company following his retirement for a two-year period commencing January 1, 2026 in order to assist the Company on various legal, regulatory and compliance matters. Mr. Negron’s outstanding equity awards granted in 2023 and 2024 consisting of restricted stock subject to performance-based vesting will continue to vest to the extent that the performance-based criteria has been met through the applicable performance periods as certified by the Compensation Committee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				THE GEO GROUP, INC.
December 8, 2025				By:		/s/ Mark J. Suchinski
Date						Mark J. Suchinski
						Senior Vice President and Chief Financial Officer
						(Principal Financial Officer)

FAQ

What senior leadership change did GEO (GEO) announce?

The GEO Group, Inc. announced that Joe Negron, its Senior Vice President, Legal Services, General Counsel and Corporate Secretary, has decided to retire from his position effective December 31, 2025.

How long has GEO’s retiring General Counsel Joe Negron served in his role?

The company states that Joe Negron has served as GEO’s General Counsel and Corporate Secretary since 2019, overseeing legal and governance responsibilities during that period.

Will Joe Negron continue to work with GEO (GEO) after his retirement?

Yes. GEO explains that Mr. Negron will continue as a consultant for two years starting January 1, 2026, assisting the company on various legal, regulatory and compliance matters.

How will GEO handle Joe Negron’s outstanding equity awards after his retirement?

GEO indicates that Mr. Negron’s outstanding performance-based restricted stock awards granted in 2023 and 2024 will continue to vest only to the extent the performance-based criteria are met through the applicable performance periods and are certified by the Compensation Committee.

Does the GEO (GEO) filing mention any new General Counsel or successor?

The content focuses on Mr. Negron’s retirement and consulting arrangement and does not identify or describe a successor for the General Counsel or Corporate Secretary roles.

What is the main purpose of this GEO (GEO) 8-K filing?

The filing primarily discloses the retirement of GEO’s General Counsel and Corporate Secretary, Joe Negron, effective December 31, 2025, and outlines his subsequent two-year consulting role and the treatment of his performance-based restricted stock awards.